Deutsche Bank...A Foreign Exchange Facility, with a limit of XXX (“FX Limit”), whereby we (or, to the fullest extent permitted by applicable laws, any other branch or office of

Deutsche Bank

[Date]

[Name and Address of Borrower]

[To insert enterprise code or licence no. of Borrower]

Dear Sir/Madam

FACILITY AGREEMENT

We have pleasure in offering to you the following facilities (the “Facilities”) on the terms and

conditions set out in this letter (the “Agreement”).

[We refer to the facilities extended to you under our letter of XXX and now have pleasure in

offering you the following [revised] facilities (the "Facilities") on the [revised] terms and

conditions set out below and our General Business Conditions / General Conditions and

countersignature by you on the enclosed duplicate copy of this letter will accordingly constitute

an agreement (the "Agreement") between us:-]

1. LIMIT AND TYPES OF FACILITIES

These are stated in Schedule A attached herewith.

2. PURPOSE

This is stated in Schedule B attached herewith.

3. AVAILABILITY PERIOD

This is stated in Schedule C attached herewith.

4. CONDITIONS PRECEDENT

These are stated in Schedule D attached herewith.

5. UTILISATION AND REPAYMENT

Deutsche Bank AG Ho Chi Minh City Branch Unit 1001, 10th/F, Deutsches Haus Ho Chi Minh City, 33 Le Duan Street, District 1, Ho Chi Minh City, Viet Nam Loan Operations Department Tel +84 28 6299 8836 Fax +84 28 3822 2760 Establishment and Operation Licence No: 20/NH-GP issued by the State Bank of Vietnam on 28 June 1995

This is stated in Schedule E attached herewith.

6. PRICING

This is stated in Schedule F attached herewith.

7. UNDERTAKINGS

These are stated in Schedule G attached herewith.

8. SECURITY

This is stated in Schedule H attached herewith.

9. TERMINATION EVENTS

These are stated in Schedule I attached herewith.

10. OTHER CONDITIONS

These are stated in Schedule J attached herewith.

11. COUNTRY SPECIFIC REGULATORY CLAUSES

These are stated in Schedule K attached herewith.

12. JOINT AND SEVERAL LIABILITY

These are stated in Schedule L attached herewith. The schedules shall form an integral part of this Agreement.

Kindly confirm your acceptance of this Agreement by signing on the duplicate copy of this

Agreement and return the same to us so as to be received by on or us prior to [indicate date

which should be only a few days, but in any event should not be more than 21 days after

the date of this letter]. If the acceptance is not received by us on or prior to the said date, this

Agreement shall immediately cease to be valid and effective unless otherwise agreed to by us

at our sole discretion.

[Upon your acceptance hereof, our previous agreement comprised in our letter of XXX as

accepted by you on XXX shall be revised accordingly.] Where applicable, for borrowers with

existing agreements.

[This letter also supersedes our offer as contained in our letter of XXX, which is hereby revoked

with immediate effect, notwithstanding our letter of XXX.] Where applicable, in the case of re-

issuance of an offer letter which is not yet accepted.

Should you have any query regarding the above terms and conditions, please do not hesitate

to contact Mr/Ms......... with telephone number....

Yours faithfully

Deutsche Bank AG

Ho Chi Minh City Branch

_______________ _______________

Name: Name:

We, [name of borrower], confirm that (i) we have received from Deutsche Bank AG, Ho Chi

Minh City Branch sufficient information (including but not limited to the methods of interest

calculation and applicable interest rates) which are necessary for us to consider the terms and

conditions of this Agreement and that (ii) we accept the terms and conditions of this Agreement.

_______________ _______________

Name: Name:

Date: Date:

[PS: Each sheet to be initialled. If any sheet is not initialled, Deutsche Bank’s record of the same shall be conclusive]

SCHEDULE A

LIMIT AND TYPES OF FACILITIES

[PS: DB to customise for each customer]

1. Types of Facilities

1.1 Short term facilities (“Short Term Facilities”) comprising the following shall be

available to you:

(a) Short term loan (“Short Term Loan”) by way of short term advances (each, an

“Advance”).

(b) Overdraft.

(c) Letters of credit (each, a “Letter of Credit”) and letters of credit advances for

import advances in respect of Letters of Credit issued by us (each, a “Letter of

Credit Advance”).

(d) Advances under trust receipt (each, a “Trust Receipt”) for financing documents

under Letters of Credit issued by us and/or documentary collections.

(e) Bills acceptances/financing for discounting, purchasing and/or financing any

bills, invoices, and/or account receivables (including bills payable to you or by

you) (each, a “Bill”).

(f) Pre-Export advances against confirmed purchased orders or Letters of Credit

(each, a “Pre-Export Advance”).

(g) Issuance of standby letters of credit (each, a “Standby Letter of Credit”).

(h) Issuance of guarantees including bank guarantees, bid bonds, performance

bonds, counter guarantees and export guarantees (each, a “Guarantee”).

(i) Issuance of interbranch risk takeover, standby letter of credit or guarantee in

favour of another branch of Deutsche Bank AG (each, an “Interbranch

Guarantee”).

(j) Post Import Finance 1 for financing documents under (i) documentary collection

(i.e. document against payment or document against acceptance) or (ii)

documents against copy of invoice(s), bill of lading(s) or customs declaration(s)

or (iii) copy of invoice(s) (each advance, a “Post Import Finance Advance”).

[Include PIF/IF/LTF]

(k) Post Import Finance 2 for financing (i) documents under Letter of Credits issued

by us or (ii) documents under documentary collection (i.e. document against

payment or document against acceptance) or (iii) documents against copy of

invoice(s), bill of lading(s) or customs declaration(s). [Include PIF/IF]

(l) Post Import Finance 3 for financing documents under Letter of Credits issued by

us (each, a “Post Import Finance Advance”). [PIF only]

(m) Import Finance 1 for financing (i) documents under documentary collection (i.e.

document against payment or document against acceptance) or (ii) copy of

invoice(s), copy of bill of lading(s) or copy of customs declaration(s); (iii) (a) copy

of contract or (b) copy of purchase order and copy of pro-forma invoice which

indicate(s) advance payment term (each, an “Import Finance Advance”). [For

both advance import payment and post import financing of goods-materials]

(n) Import Finance 2 for financing import transactions against copy of invoices and

Bills of Lading. [IF only]

(o) Local Trade Advance for financing local trade transactions (each, a “Local

Trade Advance”). [LTF only].

1.2. Foreign Exchange Facility

[#Choose only one OPTION – 1, 2 or 3]

[#OPTION 1 – This is the STRONGLY PREFERRED option, where no limit is to

be advised. Note: FX Limit is not to be revealed to customers. Management’s

approval to be sought where FX Limit is to be revealed, but this SHOULD BE

CONSIDERED ONLY ON EXCEPTIONAL BASIS]

A Foreign Exchange Facility whereby we (or, to the fullest extent permitted by

applicable laws, any other branch or office of Deutsche Bank AG) may (but shall not be

obliged to) enter into [foreign exchange forward contracts] [and] [currency option

transactions] (“FX Transactions”) with you each of a tenure not exceeding XXX [days

/ months] or such tenor agreeable to us.

[#OPTION 2 - Where the fx limit (under GLCS) and currency option limit (under

FNX) are interchangeable]

A Foreign Exchange Facility, with a limit of XXX (“FX Limit”), whereby we (or, to the

fullest extent permitted by applicable laws, any other branch or office of Deutsche Bank

AG) may (but shall not be obliged to) enter into [foreign exchange forward contracts]

[and] [currency option transactions] (“FX Transactions”) with you each of a tenure not

exceeding XXX [days / months] or such tenor agreeable to us. The Foreign Exchange

Facility may be utilised to the extent that at no time shall the FX Limit be exceeded by

the sum of (1) the amount of your aggregate mark-to-market liabilities to us at such time

under outstanding FX Transactions (without taking into account our mark-to-market

liabilities to you under outstanding FX Transactions), plus (2) an additional amount

which reflects the potential increase at such time in your mark-to-market liabilities due

to market conditions such as volatility, both such amounts as determined by us at our

sole and absolute discretion.

[#OPTION 3 - Where there are separate fx (under GLCS) and currency option

(under FNX) limits]

A Foreign Exchange Facility, with a limit of XXX (“FX Limit”), comprising a forward

limit of XXX (“Forward Limit”) and an option limit of XXX (“Option Limit”), whereby we

(or, to the fullest extent permitted by applicable laws, any other branch or office of

Deutsche Bank AG) may (but shall not be obliged to) enter into [foreign exchange

forward contracts] (“FX Forwards”) and currency option transactions (“Options”) (FX

Forwards and Options comprising “FX Transactions”) with you each of a tenure not

exceeding XXX [days / months] or such tenor agreeable to us. The Foreign Exchange

Facility may be utilised to the extent that at no time shall the Forward Limit or the Option

Limit be exceeded by the sum of (1) the amount of your aggregate mark-to-market

liabilities to us at such time under outstanding FX Forwards (in the case of the Forward

Limit) or Options (in the case of the Option Limit) (without taking into account our mark-

to-market liabilities to you under outstanding FX Transactions), plus (2) additional

amounts which reflect the potential increase at such time in your mark-to-market

liabilities due to market conditions such as volatility, all such amounts as determined by

us at our sole and absolute discretion.

Terms and Conditions

[#Only one Option should apply - Option a is to be incorporated in the first instance.

If the client objects to Option a, the fallback is Option b.]

[#Option a – Where ISDA is executed/to be executed/deemed to apply]

This Foreign Exchange Facility shall be subject to the terms and conditions of the ISDA

2002 Master Agreement or any other form of master agreement published by the

International Swaps and Derivatives Association, Inc (the “ISDA Master”) entered into

between us. Where we have not entered into an ISDA Master, to the fullest extent

permitted by applicable laws, all FX Transactions between us shall be deemed to be

governed by the terms of an ISDA 2002 Master Agreement with the Schedule thereto

specifying that (a) the governing law is English law and (b) the Termination Currency is

United States Dollars. In the event of any inconsistency between the provisions of such

ISDA Master and this Agreement, the ISDA Master will prevail. Section 9(a) of the ISDA

Master (Entire Agreement) shall not apply to this Agreement.

[#Option b – Where client objects to deemed ISDA and there is no intention to

enter into an ISDA]

This Foreign Exchange Facility is subject to the following terms and conditions:

(a) All FX Transactions are entered into in reliance on the fact that this Agreement and

all FX Transaction confirmations form a single agreement between you and us, and

you and we would not otherwise enter into any FX Transaction.

(b) You represent as of the date of each FX Transaction that (i) you have authority to

enter into the FX Transactions; (ii) the persons entering into the FX Transactions on

your behalf have been duly authorised to do so; (iii) the FX Transactions are binding

upon you and enforceable against you in accordance with their terms, and do not

and will not violate the terms of any agreement to which you are bound, (iv) you are

acting as principal in entering into each FX Transaction, (v) all authorisations,

approvals, licenses and consents required to enable you to lawfully perform your

obligations under the FX Transactions have been obtained and complied with and

maintained in full force and effect.

(c) Upon the occurrence of any event or circumstance which in our opinion gives

grounds for believing that you or any guarantor or security party/issuer may not

comply with any obligation under this Agreement, an FX Transaction, any security

or any security document/instrument, we shall be entitled immediately and without

notice to terminate any and/or all outstanding FX Transactions, whereupon we shall

determine at our absolute discretion without liability a single net amount payable

under all such terminated FX Transactions and the applicable termination currency,

being compensation for loss of market value of the FX Transactions.

2. Limit for the Short Term Facilities

2.1 Up to an aggregate principal amount of:

[indicate amount and currency in words and figures]

2.2 Unless otherwise stated, utilisation may be in [indicate currency] and/or in any other

currency(ies) which is/are freely transferable and convertible into such currency (each,

an “Alternate Currency”).

2.3 Provided further that (unless otherwise agreed to by us) at all times:

(a) The combined total amount outstanding under 1.1(a) and (b) shall not exceed


(b) The combined total amount outstanding under 1.1(g) and (h) shall not exceed


2.4 Currency conversion shall be done by us with reference to the rate(s) of exchange as

reasonably determined by us for any Alternate Currency at the time of utilisation.

SCHEDULE B

PURPOSE

The Facilities shall be used for the purpose of financing your working capital requirements, to

cover sales and purchases of foreign currencies relating to your business and/or for any other

purpose acceptable to us. Any utilisation of a Facility in United States Dollars or Alternate

Currency may only be made for permitted purposes under applicable regulations of the State

Bank of Vietnam and other applicable Vietnamese laws. Prior to any utilisation of the Facilities

in United States Dollars or Alternate Currency, we at our sole discretion may require evidence

that the utilisation is to be made for such a permitted purpose, but we shall not have any

obligation to ensure this is complied with by you.

SCHEDULE C

AVAILABILITY PERIOD

The Facilities are granted on an uncommitted basis. The availability of the Facilities shall be

construed as an “invitation to treat” on our part. As such, notwithstanding any other terms

applicable to the Facilities (and the scope, interpretation and applicability of this Schedule C

shall not be in any manner whatsoever narrowed, diminished or impacted by any such term),

the Facilities (or any part thereof) shall be available until terminated by us either (a) by

immediate written notice at our sole discretion at any time without cause, without having to give

any reason and regardless of whether any default or Termination Event (as defined in Schedule

I) has occurred or whether any part of the Facilities has been utilized or (b) as per the terms

applicable to the Facilities. Such period shall be known as the “Availability Period”.

In the event of any termination by us, you shall upon our further seven calendar days written

notice repay the Facilities and/or pay to us such cash amount sufficient to cover all contingent

or future liabilities thereunder (including our aggregate mark-to-market exposure to you

(determined by us at our sole discretion) under all existing FX Transactions).

Notices provided to you for the foregoing purposes will include specifics on the time of

termination, the outstanding principal balance which will be recovered, the time for repayment,

the conversion of any debt into overdue debts (if any), and the applicable interest rates. For the

avoidance of doubt, the notices provided to you as such are for your information and shall not

have any impact on the termination of the Facilities and your obligations of all payments

envisaged by this Agreement.

Provided always that overdraft and/or other similar types of facility may be terminated by us

and shall be repayable to us upon immediate notice. For the avoidance of doubt, upon

termination of such overdraft or facility, we shall not have any obligation to honour any cheque

or similar instrument drawn that is presented to us on or after the termination regardless of the

date on which such cheque or instrument may have been drawn.

SCHEDULE D

CONDITIONS PRECEDENT

You may utilise the Facilities only after receipt by us of the following in form and substance

reasonably satisfactory to us:

(1) This Agreement duly executed by you and affixed with your company seal and received

by us on or before the required date.

(2) A certified true copy of your resolution passed and approved by the Members’ Council

or other necessary corporate authorisation.

(3) Declaration for related parties.

(4) A certified true copy of each of your constitutive documents, such as without limitation

Certificate of Investment, Certificate of Business and Tax Registration, Charter,

Certificate of the Company Seal and Appointment of Members of the Members’ Council

or List of Members of the Members’ Council, (or similar documents).

(5) The security document(s) as per the Security clause in this Agreement, together with a

certified true copy of the board resolution authorising execution of the security

documents (or similar authorisation) and the Security Party’s constitutional documents

such as without limitation Certificate of Incorporation, Memorandum and Articles of

Association (or similar documents).

(6) Evidence of the relevant approval, registration, filing, notice, stamping, notarisation

and/or similar requirement in relation to this Agreement, the Facilities and/or the security

as required by local authorities/regulations or norms are necessary for the validity,

legality or enforceability of this Agreement.

(7) Such other information and/or document that we may reasonably consider to be

relevant for the purpose of complying with client adoption and know-your-customer rules

or legal, compliance or credit requirements including external legal opinions.

SCHEDULE E

UTILISATION AND REPAYMENT

Each utilisation is subject to our agreement at our discretion.

Each utilisation request shall be construed as an offer on your part and subject to our

acceptance at our sole discretion. There is no obligation on us to accept any request and we

shall have the absolute right to decline any request without cause.

1 Short Term Loan

(a) Drawdown Provided matching funds are available to us in our local interbank

market, an Advance may on any Business Day during the Availability Period, be

drawn under the Short Term Loan upon your giving us at least two Business

Days written notice (or such shorter notice period as may be acceptable to us)

specifying, among other items as required by us, (i) the drawdown date, (ii) the

currency and the amount of the Advance, which shall be a minimum of [amount]

or the equivalent thereof in any other Alternate Currency, (iii) details of the

account to be credited, (iv) applicable interest period and (v) the term of the

Advance which shall be an acceptable duration not exceeding six months

duration from the date of disbursement up until the day before the date of full

settlement of all payment obligations arising in connection with the relevant

Advance[tenor > 6 months is not permitted, if Business insist for longer tenor

then escalate to Loanops regional management] or such other duration

acceptable to us.

REPRICING METHODOLOGY OPTION

(b) Repayment Each Advance shall be repaid in full on the last Business Day of

the term for which such Advance was drawn down (“Repayment Date”).

Principal amounts repaid are, subject to the terms herein, available for

redrawing.

ROLLOVER AND REVOLVING OPTION

(b) Repayment Each Advance shall be repaid in full on the last Business Day of

the term for which such Advance was drawn down (“Repayment Date”).

Principal amounts repaid are, subject to the terms herein, available for

redrawing.

(c) Roll-over You shall be entitled to give us two least two Business Days written

notice (or such shorter notice period as may be acceptable to us) to rollover all

or any part of the principal repayable on a Repayment Date that is within the

Availability Period, and in such event, all terms herein shall mutatis mutandis

apply to the amount rolled over. Total term of the loan shall not exceed [xxx

]months from the date of first disbursement unless this tenor is changed after

annual review and notified to you by us. (note: max tenor of rollover loan is

subject to CRM’s approval on the basis that it will not exceed 12 months and a

business cycle of the Borrower).

(d) Revolving You shall be entitled to give us two least two Business Days written

notice (or such shorter notice period as may be acceptable to us) to rollover all

or any part of the principal repayable on a Repayment Date that is within the

Availability Period, and in such event, all terms herein shall mutatis mutandis

apply to the amount rolled over. Total term of the loan shall not exceed three (3)

months from the date of first disbursement.

2 Overdraft

An Overdraft Facility in [currency] and/or an Alternate Currency repayable on demand

may be utilised through your current account with us.

You shall fully repay all amounts that are outstanding and all utilizations under the

overdraft (principal and interest) on the earlier of (i) each OD Repayment Date or (ii) the

date on which we demand for repayment.

For the purpose of the above provision:

“OD Repayment Date” means each date that is thirty (30) days after the Relevant

Utilization.

“Relevant Utilization” means each and any utilization under the overdraft, prior to which

utilization the overdraft was in zero balance.

The Overdraft facility shall be available for a period of one year. Unless otherwise

notified by us in writing the Overdraft shall be automatically and continuously extended

for a further 12 (twelve) months period.

3 Letters of Credit and Letters of Credit Advances

You may on any Business Day during the Availability Period request for the issue of a

Letter of Credit or for a Letter of Credit Advance on terms acceptable to us and subject

to the following:

(a) Each Letter of Credit shall have a validity period of not longer than [XXX]

months (or such period acceptable to us).

(b) Letters of Credit may be issued for payment at sight or usance of up to

[XXX] months (or such period acceptable to us).

(c) Each Letter of Credit Advance shall be subject to available funds and our

then prevailing terms and conditions, for a term acceptable to us and

repaid in full on the last day of the financing term.

4 Advances under Trust Receipts

You may on any Business Day during the Availability Period request for an advance

against Trust Receipts issued by you in our favour. Each Trust Receipt advance shall

be subject to available funds and our then prevailing terms and conditions, for a term

acceptable to us and repaid in full on the last day of the financing term.

5 Bills Acceptances/Financing

Subject to our agreement on a case by case basis, you may on any Business Day during

the Availability Period request us to discount, purchase and/or finance any Bill with full

recourse to you.

Each discount, purchase and/or finance shall be subject to such terms, conditions and

documentation acceptable to us, including without limitation our receipt of (i) your signed

bill(s) of exchange, promissory note(s) or letter(s) of authorization and (ii) the required

collection order(s), each in form and substance acceptable to us. The tenor and amount

of the discount, purchase and/or finance shall be determined and calculated by us as

per our prevailing formula and procedures (including our discounting rate and rate of

charges). We will have recourse to you for any Bill unpaid and you will pay us default

interest at our prevailing rate on the proceeds of a Bill which are not received by us on

maturity up to the date of full receipt by us.

6 Pre-Export Advances

You may on any Business Day during the Availability Period request for a Pre-Export

Advance. Each such Pre-Export Advance shall be subject to available funds and our

then prevailing terms and conditions, for a term acceptable to us and repaid in full on

the last day of the financing term.

7 Issuance of Standby Letters of Credit

You may on any Business Day during the Availability Period, request for the issuance

or extension of any Standby Letter of Credit (including issuance by another party subject

to our counter guarantee) and we may issue or extend such Standby Letter of Credit

(or counter guarantee) provided that each standby letter of credit (or counter guarantee)

shall be on such terms and conditions required by us and for such tenor as requested

by you and acceptable to us.

8 Issuance of Guarantees


or extension of any Guarantee and we may issue or extend such Guarantee provided

that each Guarantee shall be on such terms and conditions required by us and for such

tenor as requested by you and acceptable to us.

9 Issuance of Interbranch Guarantee


or extension of any Interbranch Guarantee and we may issue or extend such

Interbranch Guarantee provided that each Interbranch Guarantee shall be on such

terms and conditions and for such tenor as requested by you and acceptable to us.

REPRICING METHODOLOGY OPTION AND ROLLOVER OPTION

10 Post Import Finance 1

You may on any Business Day during the Availability Period request for a Post Import

Finance (each advance, a “Post Import Finance Advance”) subject to the following:

(i) each Post Import Finance Advance shall be subject to terms, conditions

and documents acceptable to us and the advance shall be for a period

("Post Import Finance Advance Period") not exceeding six (6)

months (or such period acceptable to us); and

(ii) a Post Import Finance Advance can be repaid gradually but in any event

not later than the last day of the Post Import Finance Advance Period.

11 Post Import Finance 2/3

You may on any Business Day during the Availability Period request for a Post Import

Finance Advance (each advance, a “Post Import Finance Advance”) subject to the

following:

(i) each Post-Import Finance Advance shall be subject to terms, conditions

and documents acceptable to us and the advance shall be for a period

("Post-Import Finance Advance Period") not exceeding [ ] months

[inclusive of the usance period under the relevant L/C/documentary

collection transaction] (or such period acceptable to us); and

(ii) a Post Import Finance Advance can be repaid gradually but in any event

not later than the last day of the Post Import Finance Advance Period.

12 Import Finance 1/2

You may on any Business Day during the Availability Period request for an Import

Finance (each advance, an “Import Advance Finance”) subject to the following:

(i) each Import Finance Advance shall be subject to terms, conditions and

documents acceptable to us and the advance shall be for a period ("Import

Finance Advance Period") not exceeding [ ] months or such period acceptable

to us; and

(ii) an Import Finance Advance can be repaid gradually but in any event not later

than the last day of the Import Finance Advance Period.

13 Local Trade Advance

You may on any Business Day during the Availability Period request for an advance to

finance a local trade transaction (each a “Local Trade Financing Advance” or “LTF

Advance”) subject to the following:

(i) each LTF Advance shall be subject to terms, conditions and documents

acceptable to us and the advance shall be for a period (“LTF Advance Period”)

not exceeding [ ] months or such period acceptable to us; and

(ii) a LTF Advance may be repaid gradually but in any event not later than the last

day of the LTF Advance Period.

SCHEDULE F

PRICING

No. Nature of Facilities Rate of interest / commission / charges

1. Short Term Loans [XXX%] per annum over [HIBOR/LIBOR/our

costs of fund]. Such interest shall be due and

payable on the last day of the relevant term and

calculated on the actual number of days elapsed

on a 365-day year basis

2 Overdraft For [local currency]: charged at the higher of (i) [XXX%] per annum over [our prevailing prime rate] and (ii) [XXX%] per annum over [our cost of funds] with monthly rests and computed on a 365-day year basis, payable on our demand or on such term as may be agreed to by us.

For Alternate Currencies other than the above: [XXX%] per annum over [our basic rate] with monthly rests and computed on a 365-day year basis, payable on our demand or on such term as may be agreed to by us.

3 Letters of Credit [XXX%] for the first [amount] and [XXX%] for the

balance, payable upfront and non-refundable.

4 Advances under Trust

Receipts

For [local currency]: charged at the higher of (i) [XXX%] per annum over [our prevailing prime rate] and (ii) [XXX%] per annum over [our cost of funds] with monthly rests and computed on a 365-day year basis.

For Alternate Currencies other than the above: [XXX%] per annum over [our basic rate] with monthly rests and computed on a 365-day year basis.

Payable on the last day of the applicable term.

5 Bills Acceptances / Financing On discounting a sight export Bill, we shall pay to you an amount equal to the face value of such export Bill less our charges and commissions. You shall pay to us on the date of receipt by us of the proceeds of such export Bill, interest at the rate determined by us to be [XX%] per annum over [our basic rate for United States Dollar and Alternate Currencies other than [local currency] or

[XX%] per annum over the higher of (i) our prevailing prime rate and (ii) our cost of funds for [local currency]] or such other rate as we may notify you in writing from time to time on the face value of the export Bill calculated from the date after the day of discounting to the date of our receipt of such proceeds; and

On discounting a usance export Bill, we shall pay to you an amount equal to the face value of such export Bill less our charges and commissions and less the discount calculated at the rate determined by us to be [XX%] per annum over our basic rate for United States Dollar and Alternate Currencies other than local currency or [XX%] per annum over [the higher of (i) our prevailing prime rate and (ii) our cost of funds for [local currency]] or such other rate as we may notify you in writing from time to time on the face value of such export Bill from the date after the day of discounting to the date of maturity thereof.

6 Issuance of Standby Letters of

Credit

[XXX%] per annum flat payable upfront and non-

refundable.

7 Issuance of Guarantee [XXX%] per annum flat payable upfront and non-

refundable.

8 Issuance of Interbranch

Guarantee

[XXX%] per annum flat payable upfront and non-

refundable.

9 Post Import Finance [XXX%] per annum over [HIBOR/LIBOR/our

costs of fund]. Such interest shall be due and

payable on the last day of the relevant term and

calculated on the actual number of days elapsed

on a 365-day year basis.

No. Nature of Facilities Rate of interest / commission / charges

1. (a) REPRICING

METHODOLOGY OPTION

Short Term Loans

(a) Interest on each Advance shall be payable at the rates to be mutually agreed to between us or such other rate as we may notify you in writing from time to time (subject to prevailing ceiling rates prescribed by State Bank of Vietnam), such rate according to market conditions.

The interest rate shall be (i) fixed for the whole

term of the Advance or (ii) fixed for interest period

to be reset throughout the term of the Advance.

(b) ROLLOVERAND

ROLVING OPTION

Short term loans

The interest rate shall be as indicated in the

drawdown notice, subject to our acceptance. For

(ii), we have the right to reset the interest period

and interest rate for each interest period at our

discretion. Interest shall be paid at the end of the

term of the Advance for (i) and at the end of each

interest period for (ii), and calculated on the

actual number of days elapsed on a 365-day year

basis.

(b) Interest on each Advance shall be

payable at the rates to be mutually agreed to between us or such other rate as we may notify you in writing from time to time (subject to prevailing ceiling rates prescribed by State Bank of Vietnam), such rate according to market conditions.

Interest shall be due and payable on the last day

of the relevant term and calculated on the actual

number of days elapsed on a 365-day year basis.

2 Overdraft Interest shall be charged at our prevailing prime

rate or such other rate as we may notify you in

writing from time to time with monthly rests and

computed on a 365-day year basis.

3 Letters of Credit Charges and commissions shall be payable

upfront as per our published Schedule of

Charges/Commissions (as amended from time to

time).

4 Advances under Trust

Receipts

For [local currency]: charged at the higher of (i) [XXX%] per annum over [our prevailing prime rate] and (ii) [XXX%] per annum over [our cost of funds] with monthly rests and computed on a 365-day year basis.

For Alternate Currencies other than the above: [XXX%] per annum over [our basic rate] with monthly rests and computed on a 365-day year basis.

Payable on the last day of the applicable term.

5 Bills Acceptances / Financing On discounting a sight export Bill, we shall pay to you an amount equal to the face value of such export Bill less our charges and commissions. You shall pay to us on the date of receipt by us of the proceeds of such export

Bill, interest at the rate determined by us to be [XX%] per annum over [our basic rate for United States Dollar and Alternate Currencies other than [local currency] or [XX%] per annum over the higher of (i) our prevailing prime rate and (ii) our cost of funds for [local currency]] or such other rate as we may notify you in writing from time to time on the face value of the export Bill calculated from the date after the date of discounting to the date of our receipt of such proceeds; and

On discounting a usance export Bill, we shall pay to you an amount equal to the face value of such export Bill less our charges and commissions and less the discount calculated at the rate determined by us to be [XX%] per annum over our basic rate for United States Dollar and Alternate Currencies other than local currency or [XX%] per annum over [the higher of (i) our prevailing prime rate and (ii) our cost of funds for [local currency]] or such other rate as we may notify you in writing from time to time on the face value of such export Bill from the date after the date of discounting to the date of maturity thereof.

6 Pre-Export Advance Interest shall be payable at the rates to be

mutually agreed to between us or such other rate

as we may notify you in writing from time to time

(subject to prevailing ceiling rates prescribed by

State Bank of Vietnam), such rate according to

market conditions.


term of the Pre-Export Advance or (ii) fixed for

interest period to be reset throughout the term of

the Pre-Export Advance. The interest rate shall

be as indicated in the drawdown notice, subject

to our acceptance. For (ii), we have the right to

reset the interest period and interest rate for each

interest period at our discretion. Interest shall be

paid at the end of the term of the Pre-Export

Advance for (i) and at the end of each interest

period for (ii), and calculated on the actual


7 Issuance of Standby Letters of

Credit

Charges and commissions shall be payable



time).

8 Issuance of Guarantee Charges and commissions shall be payable



time).

9 Issuance of Interbranch

Guarantee

Charges and commissions shall be payable



time).

10 (a) REPRICING

METHODOLOGY OPTION

Post Import Finance 1/ 2/ 3

(b) ROLLOVER OPTION

Post Import Finance 1/ 2/ 3

(a) Interest shall be payable at the rates to be mutually agreed to between us or such other rate as we may notify you in writing from time to time (subject to prevailing ceiling rates prescribed by State Bank of Vietnam), such rate according to market conditions.


term of the Post Import Finance Advance or (ii)

fixed for interest period to be reset throughout the

term of the Post Import Finance Advance. The

interest rate shall be as indicated in the

drawdown notice, subject to our acceptance

Advance. For (ii), we have the right to reset the

interest period and interest rate for each interest

period at our discretion. Interest shall be paid at

the end of the term of the Post Import Finance for

(i) and at the end of each interest period for (ii),

and calculated on the actual number of days

elapsed on a 365-day year basis.

(b) Interest thereon shall be payable at the rates to be mutually agreed to between us or such other rate as we may notify you in writing from time to time (subject to prevailing ceiling rates prescribed by State Bank of Vietnam). Such interest shall be due and payable on the last day of the Post Import Finance Period and will be calculated on the actual number of days elapsed on a 365-day year basis.

11 (a) REPRICING

METHODOLOGY OPTION

(a) Interest shall be payable at the rates to be

mutually agreed to between us or such other

rate as we may notify you in writing from time

to time (subject to prevailing ceiling rates

Import Finance 1/ 2

(b) ROLLOVER OPTION

prescribed by State Bank of Vietnam), such

rate according to market conditions.


term of the Import Finance Advance or (ii) fixed

for interest period to be reset throughout the term

of the Import Finance Advance. The interest rate

shall be as indicated in the drawdown notice,

subject to our acceptance Advance. For (ii), we

have the right to reset the interest period and

interest rate for each interest period at our

discretion. Interest shall be paid at the end of the

term of the Import Finance for (i) and at the end

of each interest period for (ii), and calculated on

the actual number of days elapsed on a 365-day

year basis.

(b) Interest thereon shall be payable at the

rates to be mutually agreed to between us or

such other rate as we may notify you in writing

from time to time (subject to prevailing ceiling

rates prescribed by State Bank of Vietnam).

Such interest shall be due and payable on the

last day of the Import Finance Period and will

be calculated on the actual number of days

elapsed on a 365-day year basis.

12 a) REPRICING

METHODOLOGY OPTION

Local Trade Advance

(b) ROLLOVER OPTION

Local Trade Advance

(a) Interest shall be payable at the rates to be mutually agreed to between us or such other rate as we may notify you in writing from time to time (subject to prevailing ceiling rates prescribed by State Bank of Vietnam), such rate according to market conditions.


term of the Local Trade Advance or (ii) fixed for

interest period to be reset throughout the term of

the Local Trade Advance. The interest rate shall

be as indicated in the drawdown notice, subject

to our acceptance. For (ii), we have the right to

reset the interest period and interest rate for each

interest period at our discretion. Interest shall be

paid at the end of the term of the Local Trade

Advance for (i) and at the end of each interest

period for (ii), and calculated on the actual


(b) Interest thereon shall be payable at the rates to be mutually agreed to between us or such other rate as we may notify you in writing from time to time (subject to prevailing ceiling rates prescribed by State Bank of Vietnam). Such interest shall be due and payable on the last day of the Local Trade Advance Period and will be calculated on the actual number of days elapsed on a 365-day year basis.

Note:

(a) The interest accrued from any advance of funds under the Facilities shall be calculated for the period during which any of your payment obligations under the relevant advance of funds arise and remain outstanding (the interest calculation period). (i) Applicable to Short Term Loans and Overdraft: Unless this Agreement

provides otherwise, the interest calculation period shall starts from the date on which any such payment obligation arises (being the date of drawdown or disbursement of funds and the date of any utilization of the Overdraft Facility) up until the day before the date of full settlement of the relevant payment obligations (namely including the first day but excluding the last day of the interest calculation period).

(ii) Applicable to Facilities other than Short Term Loans and Overdraft: Unless

this Agreement provides otherwise, the interest calculation period shall starts from the date after the day on which any such payment obligation arises up until the day of full settlement of the relevant payment obligations (namely excluding the first day but including the last day of the interest calculation period).

(b) The interest shall be calculated (i) on the actual balance (for example only, and without

intending the examples to be anything other than illustrations, the outstanding principal not yet due, the actual overdue debt principal, or the actual balance of overdue interest, as the case may be) at the end of the day for calculating interest (corresponding to paragraph a(i) immediately above) or at the beginning of the day for calculating interest (corresponding to paragraph a(ii) immediately above), (ii) for the number of days elapsed during which the actual balance is maintained and (iii) in application of the interest rates determined in accordance with this Agreement.

(c) The rates of interest are to be expressed as percentage rates per annum on a 365-day year basis. For conversion of interest rates from a per-annum basis to a per-month / per-week / per-day / per-hour basis or vice versa, (i) one month is 30 days, (ii) one week is 7 days and (iii) one day is 24 hours.

(d) Unless this Agreement provides otherwise, the amount of interest for an interest period shall be the total daily interest for all the days within such interest period, which is calculated in accordance with the following formula:

∑ (Actual balance x Number of actual days elapsed x Applicable interest rate)

Interest = ------------------------------------------------------------------------------------------- 365

(e) In addition, interest on utilization in excess of the limit and overdue interest as applicable

will be levied. In particular, interest on late repayment, on any overdue sum and/or on advances that are not used for the specified purpose will be charged at [xxx%] above the applicable interest rate.

(f) Default interest on overdue interest as applicable will be levied at [10% per annum] on the outstanding overdue interest for the period of late payment, unless we agree otherwise.

(g) The rates of interest and the method of interest calculation stated above are valid until further notice and are subject to our internal reviews and changes including as per prevailing regulations.

SCHEDULE G

UNDERTAKINGS

You hereby covenant that so long as the Facilities or any sum thereunder are outstanding, you

shall:

(1) From time to time at our reasonable request forthwith deliver to us such information

about your business, assets and financial condition as we may reasonably require for

the purpose of our credit, legal, risk and/or compliance evaluation purpose in connection

with the Facilities. Provided that if any information is confidential and you are under a

confidentiality undertaking that prohibits the disclosure of such information by you, you

shall inform us of the same and we shall consult with you to explore an acceptable

alternative approach.

(2) Furnish us as soon as possible and in any event not later than (i) 180 days after the

close of each financial year an originally signed or certified true copy of your audited

financial reports and balance sheet together with the profit and loss statements and (ii)

90 days after the end of the first six months of each financial year your unaudited

financial statements in respect of that six month period prepared in accordance with

generally accepted accounting principles and practices and consistently applied, and

certified by such officer as authorized by you for that purpose.

(3) Give us notice in writing as soon as you are aware that [XXX - Name of shareholder]

has ceased to own, directly or indirectly, at least [XX] % of your issued and paid up

capital.

AND/OR

(i) Ensure that all of your shareholders or members having representation on your board

of directors or members’ council, as the case may be, shall jointly and severally retain

their shareholding and management control in you in the same ratio as existing on the

date of your last audited balance sheet and (ii) provide us with written notice of any

change in such shareholding and management control as soon as such information is

available to you. We reserve the right to consider this as a Termination Event (as

defined in Schedule I). [Names and shareholding of majority shareholders may be

mentioned].

(4) Ensure that your payment obligations under the Facilities will at all times rank at least

pari passu with all your other present and future unsecured indebtedness.

(5) Not create or allow to exist any encumbrance or security over your assets save for (i)

existing security which has been disclosed to us in writing prior to the date hereof, or (ii)

security created with our prior written consent [(which shall not be unreasonably

withheld)]*, or (iii) security which you shall at the same time extend to us on a pari

passu basis to cover the Facilities, or (iv) any liens arising solely by operation of law

which secure obligations with respect to payments which are not overdue, or (v)

encumbrance or security created over assets to secure solely the financing for the

purchase by you of such assets and any related capital expenditure thereof, or (vi) any

security that you are required to give solely pursuant to a court order as security only

and strictly for legal costs in connection with a litigation commenced by or against you,

provided that you shall promptly give us written notice of any such requirement.

(6) Give us prior written notice of each and every reorganisation, amalgamation,

reconstruction, takeover, scheme of compromise or arrangement or amendment of any

provision of your constitutive documents, and further obtain our prior written consent

[(which we shall not unreasonably withhold)]*if any such occurrence may adversely

affect any of our rights under the Facilities.

[*(5) and (6): The phrase in square brackets shall only be used with clients rated at iBB and better. It shall

not be used with clients rated below iBB, except with specific prior approval (obtained prior to sending out

a draft FOL) from CRM (A7 Credit Authority holder) and any one of the Regional Head of (a) GTB, (b) TFCMC

or (c) TF]

SCHEDULE H

SECURITY

[List the security]

[Insert the name of the security issuer or guarantor] shall be known as the “Security Party”.

SCHEDULE I

TERMINATION EVENTS

Each of the following is a termination event (“Termination Event”):

(1) You do not pay any sum payable by you under the Facilities.

(2) You do not perform or comply with any of your obligations under the Facilities.

(3) Any representation made by you is incorrect.

(4) Any of your or any Security Party’s indebtedness towards any creditor(s) exceeding in

aggregate the amount that is 0.5 percent of your Tangible Net Worth is not paid when

due.

“Tangible Net Worth” means your shareholders’ equity less intangible as calculated in

accordance with generally accepted accounting principles applicable to you.

(5) Any action or step (such as submission of petition, application or resolution) or any court

proceeding is taken or started for your or any Security Party’s dissolution, liquidation,

winding-up or similar action or for the appointment of a receiver, judicial manager,

trustee or similar officer of you or any Security Party or over all or any of your or any

Security Party’s assets.

(6) [XXX - Name of shareholder] ceased to own, directly or indirectly, at least [XX]% of

your issued and paid up capital.

(7) Where a security (including a guarantee) (i) has an expiry date (whether fixed or

otherwise), such security is not extended or renewed to our satisfaction at least fifteen

Business Days before the said expiry date or (ii) ceases to be valid or enforceable.

(8) There is a change in circumstance which in our reasonable opinion is material and may

adversely affect your or any Security Party’s ability to perform any of your or its

obligations under the Facilities or security.

If any Termination Event has occurred, then at any time thereafter we shall be entitled by notice

to you to terminate the Facilities and/or demand that you forthwith repay all outstanding

amounts under the Facilities and pay to us such cash amount sufficient to cover all contingent

or future liabilities thereunder.

SCHEDULE J

OTHER CONDITIONS

1. PAYMENT

1.1 Each payment (whether principal, interest or otherwise) under the Facilities will be made

when due without any deduction, in immediately available and good funds and in the currency outstanding. If you are required by law to deduct any payment, you shall pay us such further sum to ensure that we received the same amount as if no deduction had been made.

1.2 If we receive a payment that is insufficient to discharge all the amounts then due and payable by you under the Facilities, we shall apply that payment towards your obligations under the Facilities in the following order:

(a) firstly, in or towards payment pro rata of any accrued interest, fee or commission

due but unpaid under this Agreement;

(b) secondly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (c) thirdly, in or towards payment pro rata of any other sum due but unpaid under the Facilities.

1.3 We shall have the right to vary the order set out in paragraphs 1.2 (a) to 1.2 (c) above.

2. PREPAYMENT

You shall compensate us for any cost, loss, tax, duty and expense (including fund

breakage cost) that we may incur/suffer in connection with any prepayment under the

Facilities (including pursuant to a Termination Event). Fund breakage cost will include

any amount required to compensate us for any related loss, premium, penalty or

expense incurred or to be incurred as a result of repaying or redeploying any funds

borrowed or commitments entered into by us including any amount payable between

our internal divisions as a consequence of the prepayment. Any compensation or

amount shall be determined by us at our sole discretion acting in good faith and shall

be conclusive and binding on you.

3. OVERDUE DEBT AND LOAN RESTRUCTURING

3.1 Without prejudice to the applicability of any other provisions in this Agreement, any outstanding principal under the Facilities which you are unable to repay when due shall become overdue debt to which overdue interest shall be applied in accordance with Schedule F, unless we agree otherwise. For your information only, we shall notify you of any debt becoming overdue with specifics on the amount of the outstanding principal which became overdue, the time when it became overdue, and the interest rate applicable to the overdue principal debt.

3.2 Restructuring of any payments under the Facilities shall be decided by us at our sole

discretion.

4. NEW CIRCUMSTANCES

4.1 If due to any change in (or in the interpretation of) any applicable laws, regulations,

directives or requirements of any authority (including the introduction of or change in

any reserve or liquidity requirements), our cost of maintaining the Facilities is increased

or our return from the Facilities is decreased, you shall pay us such reasonable sum as

will compensate us for such increase or decrease, provided that we shall notify you of

such increase or decrease as soon as we are aware of the same and shall give you

information on the calculation of such increase or decrease.

4.2 If at any time (a) it becomes unlawful for us to make, fund or allow to remain outstanding

any of the Facilities or (b) it is or will become unlawful for you to perform or comply with

any of your obligations under the Facilities, then (i) we shall be entitled to cancel the

Facilities and (ii) if we so reasonably require, you shall on such date as we shall specify

repay all outstandings under the Facilities (together with accrued interest) and/or pay to

us such amount equals to the contingent or future liabilities under the Facilities.

5. REPRESENTATIONS

You represent to us that (i) you are duly incorporated under the laws of your country of

incorporation with the power and authority to enter into and exercise your rights and

perform your obligations under the Facilities, (ii) all actions required to authorise your

execution of this Agreement and your performance of your obligations under the

Facilities have been duly taken and your exercise of your rights and performance of

your obligations under the Facilities will neither contravene any law or regulations to

which you are subject nor cause you to be in breach of or default under any

agreement/document binding on you or any of your assets, (iii) your obligations under

the Facilities are legal, valid, binding and enforceable against you, (iv) all governmental

or other licenses, consents, registration, filings, actions and/or authorisations requisite

for such execution, delivery and performance (including any utilisation) have been

obtained or complied with and are in full force and effect, (v) you have complied with

and shall continue to comply with all laws, rules, directives, sanctions and regulations

applicable to you, and (vi) each of these representations will remain correct and

complied with so long as the Facilities and/or any sum thereunder remain outstanding.

6. BUSINESS DAYS

“Business Days” as mentioned in this Agreement mean any day (excluding Saturday,

Sunday and public holiday) that banks are open for business in Vietnam.

7. SUCCESSION

The terms applicable to the Facilities shall benefit and be binding on yourselves and

ourselves and your and our permitted assignees and respective successors.

8. ASSIGNMENT

You may not without our prior written consent assign or transfer any of your rights, benefits and obligations under the Facilities. We may grant participations, purchase

insurance cover and/or enter into risk, credit, derivative, hedging or similar instruments (including collateralized debt obligation) in respect of any of our rights, benefits and obligations under the Facilities. We may assign or transfer any of our rights, benefits and obligations under the Facilities provided it shall not result in any higher costs to you.

9. DISCLOSURE

We are hereby authorised and requested to disclose information relating to the Facilities

and/or you to any Security Party, any party in-charge of the allocation/control of the

Facilities under an umbrella or similar structure (if applicable), any branch, office or

entity within the Deutsche Bank AG group, any party for the purpose under Clause 8

(Assignment), including potential assignee any person proposing or entering into a

contractual relationship with us with respect to the Facilities, any regulator or court,

and/or any party required by law, regulation or rule. Where there are more than one

borrowers under the Facilities, we are also authorised to disclose the information to the

other borrowers.

10. EXPENSES

All costs and expenses (including legal fees, stamp duty, goods and services tax and

any other taxes) incurred by us in connection with this Agreement the Facilities or any

Termination Event shall be for your account.

11. CURRENCY INDEMNITY

No payment to us (whether under any judgement or court order or otherwise) shall

discharge the outstanding amount in respect of which it was made unless and until we

shall have received payment in full in the currency in which that payment was to be

made in accordance with the terms of this Agreement (the “Relevant Currency”). To

the extent the amount of any payment shall on conversion on such terms as we may

determine into the Relevant Currency falls short of such outstanding amount expressed

in the Relevant Currency, you shall indemnify us against the shortfall and we shall have

a separate cause of action against you to recover the amount of the shortfall.

12. RISKS

The Facilities are extended to you on the basis that you are fully aware that borrowing

in and assuming payment obligations in different currencies could involve foreign

exchange risks which may result in exchange losses to you. You accept full

responsibility for your choice of the currency(ies) of the Facilities and in making

available the Facilities, we do not imply any statement or warranty whatsoever as to the

merit now or in future of the currency(ies) thereof.

13. PARTIAL INVALIDITY

Should any term or provision of the Facilities be unenforceable or invalid, the other

terms and provisions shall remain in force.

14. AMENDMENT

This Agreement including the Schedules may be amended by us at any time upon giving

notice to you.

15. OUR GENERAL BUSINESS CONDITIONS or TRANSACTION BANKING SERVICES

AGREEMENT - GENERAL CONDITIONS (“GC”)

The GC is also applicable to the Facilities. If there is any conflict between a provision of

the GC and a provision of this Agreement, the provision of this Agreement will prevail.

16. NEW COVENANT

You shall give us the right of first refusal for all foreign exchange (FX) conversions that

may be required for any utilisation of or repayment under the Facilities unless our rate

or pricing is not competitive.

17. IMMUNITY

(a) The entry into by you or any Security Party of this Agreement or security

document constitutes, and the exercise by you or any Security Party of your or its rights

and performance of your or its obligations under this Agreement or security document

will constitute, private and commercial acts performed for private and commercial

purposes. Neither you nor any Security Party will be entitled to claim immunity from suit,

execution, attachment or other legal process in any proceedings taken in its jurisdiction

of incorporation in relation to this Agreement or any Security Document.

(b) You irrevocably and unconditionally agree not to claim any immunity from

proceedings brought by us against you in relation to this Agreement or Security

Document and to ensure that no such claim is made on your behalf, consent generally

to the giving of any relief or the issue of any process in connection with those

proceedings and waive all rights of immunity in respect of you or your assets.

18. LAW

This Agreement shall be governed by the laws of Vietnam and the courts of Vietnam

shall have non-exclusive jurisdiction over all legal action and proceedings arising under

the Facilities.

SCHEDULE K

COUNTRY SPECIFIC REGULATORY CLAUSES

1. LANGUAGE

This Agreement is made in both English and Vietnamese. The English version shall

prevail in the case of any inconsistency, unless otherwise required by law.

SCHEDULE L

JOINT AND SEVERAL LIABILITY

[ Any reference to “you”, “your” or “borrower” (or similar references) in this Agreement shall

refer to each and/or any one of you or of the addressees/entities as listed on page 1. Without

limiting the aforesaid, (i) the Facilities may be utilised by each and/or any one of you or of the

addressees/entities separately and/or jointly with another, (ii) each undertaking, covenant and

obligation (including under Schedule G) shall be applicable to and binding on each and/or any

one of you or of the addressees/entities and (iii) a Termination Event shall have occurred so

long as the relevant event has arisen in relation to each and/or any one of you or of the

addressees/entities as listed on page 1.]

Your liabilities hereunder shall be joint and several, and each of you shall be liable as a primary

and joint debtor for the whole and total liabilities and outstanding amounts under the Facilities,

and we shall be entitled to make a claim on each or any of you separately and in such manner

and at such time as we may determine whether for the total of all outstanding amounts or

liabilities under the Facilities or this Agreement or any part thereof (regardless of which of you

have, and regardless of whether the party being claims against is the party which has, utilised

the Facilities or incurred the outstanding amounts), without having to take any action against

or make a claim on the other(s) (and regardless of whether the party being claimed had utilised

the Facilities at all). Furthermore, to the fullest extent permitted by applicable laws, your

liabilities hereunder shall not be prejudiced, affected or discharged by:-

(i) the granting of any time, concession, waiver or indulgence to any of you or any other

person;

(ii) the invalidity, illegality or unenforceability of any obligation or liability of or against any

of you hereunder;

(iii) any invalidity, irregularity [or absence in the acceptance] of this Agreement by any of

you;

(iv) any deficiency in the powers of any of you to enter into or perform any of your obligations

hereunder, any irregularity in the exercise thereof or any lack of authority of any person

purporting to act on behalf of any of you;

(v) the insolvency, bankruptcy, receivership or liquidation, any incapacity, disability or

limitation or any change in the constitution or status of any of you;

(vi) any waiver, exercise, omission to exercise, compromise or release of any rights against

any of you or any compromise, arrangement or settlement with the same;

(vii) any impropriety in the utilisation of the Facilities by any of you; and

(viii) any act, omission, event or circumstance which would or may operate to prejudice,

discharge or affect this Agreement or the liability of any of you.

For the avoidance of doubt, and without affecting the generality of the aforesaid, if a clause or

any part thereof is invalid, illegal or not enforceable against a borrower for whatever reason,

the validity, legality and enforceability of that clause or part thereof against any other

borrower(s) will not be affected in any manner whatsoever.

Each of you confirm that the representations under the “Representations” clause above are

equally valid and applicable in relation to this clause. Specifically, without limitation, each of

you represent and warrant that each of your joint and several liabilities under the Facilities are

legal, valid, binding and enforceable against you, all governmental or other licenses, consents

and authorisations requisite for such obligations have been obtained and/or complied with,

each of you have the corporate capacity and authority to enter into and perform such obligations

and each of you derives valid and adequate commercial and/or corporate benefit and/or

consideration from the assumption of such joint and several liabilities. Each of you further

undertake that you shall promptly do such further act or sign such document that we may

require from time to time in connection with your liabilities under this clause (including for the

purpose of strengthening, validating and/or perfecting such liabilities). Each of you recognise

that we have agreed to grant the Facilities on the basis of this clause and in reliance on the

representations and warranties herein, without which we would not have granted the Facilities.

Documents

Deutsche Bank...A Foreign Exchange Facility, with a limit of XXX (“FX Limit”), whereby we (or, to the fullest extent permitted by applicable laws, any other branch or office of